Item 1A.  Risk Factors.

 

 

Risks Related to Our Business

We are an early-stage company, have generated minimal revenues, and have only a limited operating history upon which you can evaluate our business and prospects. An investment in our common stock is highly risky and could result in a complete loss of your investment if we are unsuccessful in our business plans.

 

Our Company was only recently formed; we have just completely changed our initial business plan; we have realized minimal revenues; and we have an accumulated deficit on our balance sheet. We have very little if any operating history upon which to evaluate the future prospects of our current business plan. Such prospects must be considered in light of the substantial risks, expenses and difficulties associated with any new investment strategy or objective, including the risk that we will not achieve our investment objective and that the value of your investment in us could decline substantially. Based upon current plans, we expect to incur operating losses in future periods as we incur expenses associated with the initial startup of our business. Furthermore, we cannot guarantee that we will be successful in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our operations or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations.

 

Because we may have difficulty managing our growth, our ability to successfully expand sales and revenues may be compromised.

 

We expect to experience growth in the number of our employees and customers, our level of sales, and the general scope of our operations. Our ability to manage this growth will depend upon, among other factors, our ability to broaden our management team; our ability to attract, hire and retain skilled employees; and the ability of our officers and key employees to continue to implement and improve our operational, financial and other systems, and to manage multiple, concurrent customer and supplier relationships such that our various products are manufactured, assembled and delivered to market in a timely and satisfactory fashion. Our future success is heavily dependent upon achieving such growth and acceptance of our products. If we cannot manage this growth, it could have a material adverse effect on our business and we may not become profitable.

Our recurring operating losses have raised substantial doubt regarding our ability to continue as a going concern.

 

Our recurring operating losses raise substantial doubt about our ability to continue as a going concern. As a result, our independent registered public accounting firm included an explanatory paragraph in its report on our financial statements as of and for the years ended November 30, 2015 and November 30, 2014 with respect to this uncertainty. The perception of our ability to continue as a going concern may make it more difficult for us to obtain financing for the continuation of our operations and could result in the loss of confidence by investors, suppliers and employees.

 

We have significant working capital requirements and have historically experienced negative working capital balances. If we experience such negative working capital balances in the future, it could have a material adverse effect on our business, financial condition and results of operations.

 

The Company’s current liabilities significantly exceed current assets, resulting in negative working capital of $2,087,389. Consequently, the Company will be dependent upon additional financing to meet capital needs and repay outstanding debt. Since May 14, 2014, when the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Agreement” ) with John Pulos, its prior sole officer and director, the Company has relied on short-term loans to fund its operating cash flow deficits. There is no assurance that we will generate the necessary net income or operating cash flows to meet our working capital requirements and pay our debt as it becomes due in the future due to a variety of factors discussed in this “Risk Factors” section. If we are unable to do so, our liquidity would be adversely affected and we would consider taking a variety of actions, including curtailing or reducing planned investments and acquisitions, raising additional equity, borrowing additional funds, refinancing existing indebtedness or taking other actions. There can be no assurance, however, that we will be able to successfully take any of these actions, including adjusting expenses sufficiently or in a timely manner, or raising additional equity, increasing borrowings or completing a refinancing on any terms or on terms that are acceptable to us. Our inability to take these actions as and when necessary would materially adversely affect our liquidity, results of operations and financial condition.

 

 

Our significant level of debt could limit cash flows available for our operations, adversely affect our financial health and prevent us from fulfilling our obligations under our credit facilities and other accrued liabilities.

As of November 30, 2015, not including debt discount of $221,619, we had total convertible notes and notes payable of $773,625 and accrued interest and penalties of $71,867. All of these notes payable have maturities of less than one year and if immediate full or partial repayment of such notes payable is required, we cannot assure you that we would have access to sufficient funds or other assets to pay the amounts due. Further, if we were required to use a large portion of our cash flows to pay principal and interest on borrowings under the notes payable, or our other accrued liabilities, it would reduce the availability of cash to fund working capital, investments or acquisitions, capital expenditures and other business activities. If these actions were to occur, it would materially adversely affect our liquidity, results of operations and financial condition.

We must attract quality management in order to manage our growth. Failure to do so may result in slower expansion.

 

In order to support the growth of our business, we will need to expand our senior management team. We currently do not have an active recruitment program for managers, middle managers and senior managers. There is no assurance that we will be capable of attracting quality managers and integrating those individuals into our management system. Without experienced and talented management, the growth of our business may be adversely impacted.

 

Competition for our employees is intense, and we may not be able to attract and retain the highly skilled employees we need to support our business. Without skilled employees, the quality of our product development and services could diminish and the growth of our business may be slowed, which may have a material adverse effect on our business, financial condition and results of operations.

 

Our ability to provide high-quality products and services to our clients depends in large part upon our employees’ experience and expertise. We must attract and retain highly qualified personnel with a deep understanding of the industries in which we operate. In addition, we invest significant time and expense in training our employees, increasing their value to clients as well as to competitors who may seek to recruit them, which increases the cost of replacing them. If we fail to retain our employees, the quality of our products and services could diminish and the growth of our business may be slowed. This may have a material adverse effect on our business, financial condition and results of operations.

 

If we lose the services of our key personnel, we may be unable to replace them, and our business, financial condition and results of operations may be adversely affected.

 

Our success largely depends on the continued skills, experience, efforts and policies of our management and other key personnel and our ability to continue to attract, motivate and retain highly qualified employees. In particular, the services of Philip E. Mansour, our Chief Executive Officer, William B. Horne, our Chief Financial Officer, and Milton C. Ault III, our Chairman of the Board, are integral to the execution of our business strategy. Messrs. Mansour, Horne and Ault are not currently subject to an employment or consulting contract with us. We believe that the loss of the services of any of these executive officers or director could materially and adversely affect our business, financial condition and results of operations. We cannot assure you that these executive officers or director will continue to provide services to the Company. We do not maintain key man insurance for any of our key employees.

 

Our future success depends upon our ability to grow, and if we are unable to manage our growth effectively, we may incur unexpected expenses and be unable to meet our customers’ requirements.

As part of the Agreement that we entered into in May 2014, we changed our business plan and are currently restructuring our business. As such, our success in implementing our plan of operations will depend on our ability to grow effectively and efficiently, including our ability to identify, analyze and invest in and finance companies in a timely manner. Accomplishing this result will also require us to raise capital on a cost-effective and timely basis. As we grow, we will need to expand our operations. We cannot be certain that our systems, procedures, controls and existing space will be adequate to support expansion of our operations. Our future operating results will depend on the ability of our officers and key employees to manage changing business conditions and to implement and improve our technical, administrative, financial control and reporting systems. We may not be able to expand and upgrade our systems and infrastructure to accommodate these increases. Difficulties in managing any future growth could have a significant negative impact on our business, financial condition and results of operations because we may incur unexpected expenses and be unable to meet our customers’ requirements.

 

 

Any future acquisitions could disrupt our business and harm our financial condition and results of operations.

 

We may decide to acquire businesses, products or technologies in order to expand our product offerings. Any acquisition could require significant capital outlays and could involve many risks, including, but not limited to, the following:

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To the extent an acquired company has a corporate culture different from ours, we may have difficulty assimilating this organization, which could lead to morale issues, increased turnover and lower productivity than anticipated, and could also have a negative impact on the culture of our existing organization;

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We may be required to record substantial accounting charges;

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An acquisition may involve entry into geographic or business markets in which we have little or no prior experience;

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Integrating acquired business operations, systems, employees, services and technologies into our existing business, workforce and services could be complex, time-consuming and expensive;

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An acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management;

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We may incur debt in order to fund an acquisition, or we may assume debt or other liabilities, including litigation risk, of the acquired company; and

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We may have to issue equity to complete an acquisition, which would dilute our stockholders’ ownership position.

 

Any of the foregoing or other factors could harm our ability to achieve anticipated levels of profitability from acquired businesses or to realize other anticipated benefits of acquisitions. We may not be able to identify or consummate any future acquisitions on favorable terms, or at all. If we do effect an acquisition, it is possible that investors will view the acquisition negatively. Even if we successfully complete an acquisition, it could adversely affect our business.

Risks Related to the Restaurant Industry

The restaurant industry in intensely competitive, which could adversely affect the operations of restaurants in which we invest.

The restaurant industry is highly competitive. The restaurants in which we choose to invest will most likely face sustained, intense competition from both traditional and other competitors, which may include many non-traditional market participants such as convenience stores and coffee shops. We expect this environment to continue to be highly competitive and in any particular reporting period our results from restaurants in which we have invested may be impacted by new actions of competitors.

If we do not anticipate and address evolving consumer preferences, our restaurant business could suffer.

Our continued success depends on our ability to anticipate and respond effectively to continuously shifting consumer demographics, trends in food sourcing, food preparation and consumer preferences in the restaurant industry. We must continuously adapt to deliver a relevant experience for our customers amidst a highly competitive, value-driven operating environment. There is no assurance that we will be successful and, if not, our financial results could be adversely impacted.

Unfavorable general economic conditions could adversely affect our business and financial results.

Dining out is a discretionary expenditure that historically has been influenced by overall domestic economic conditions, and to varying degrees by specific factors such as but not limited to: unemployment, inflation, consumer confidence, consumer purchasing and saving habits, credit conditions and wage rates. Material changes with respect to governmental policy related to domestic and international fiscal concerns or changes with respect to monetary policy also could affect consumer discretionary spending, which could affect our guest traffic and average check per guest, thus potentially having a material impact on our financial performance. While domestic economic indicators have generally improved since 2008, there remains a significant level of uncertainty, which may be exacerbated as forecasts for increased future GDP growth are frequently revised downward. If the economic conditions do not meaningfully improve, our financial performance could be materially and adversely affected.

 

 

Food safety concerns may have an adverse effect on our business.

Our ability to increase sales and profits depends on our system’s ability to meet expectations for safe food and on our ability to manage the potential impact on McDonald’s of food-borne illnesses and food or product safety issues that may arise in the future. Food safety is a top priority, and we dedicate substantial resources to ensure that our customers enjoy safe food products. However, food safety events, including instances of food-borne illness, have occurred in the food industry in the past, and could occur in the future. In 2014, food quality issues were discovered at a supplier to McDonald’s and other food companies in China. As a consequence of this issue, results in China, Japan and certain other markets were negatively impacted due to lost sales and profitability, including expenses associated with rebuilding customer trust. Any future instances of food tampering, food contamination or food-borne illness, whether actual or perceived, could adversely affect our brand and reputation as well as our revenues and profits.

Concerns relating to food safety, food-borne illness, pandemics and other diseases could reduce customer traffic to our restaurants, or cause us to be the target of litigation, which could materially adversely affect our financial performance.

 

Food safety risks, including the risk of food-borne illness and food contamination, which are common both in the restaurant industry and the food supply chain and cannot be completely eliminated. The success of restaurants in which we invest are partially dependent on their ability to meet expectations for safe food and on their ability to manage the potential impact of food-borne illnesses and food or product safety issues that may arise in the future. Restaurants rely on a network of suppliers to properly handle, store and transport ingredients, until delivery to the restaurant. Any failure by a supplier, or their supplier, could cause ingredients to be contaminated, which could be difficult to detect and put the safety of the restaurants food in jeopardy. In addition, any adverse food safety event could result in mandatory or voluntary product withdrawals or recalls and regulatory and other investigations, any of which could disrupt operations, increase costs, or require responses to findings from regulatory agencies that may divert resources and assets, and result in potential civil fines and penalties as well as other legal action. In extreme cases, adverse findings could lead to criminal fines and penalties.

Changes in, or any failure to comply with, applicable laws or regulations could materially adversely affect our ability to operate our restaurants and/or increase our cost to do so, which could materially adversely affect our financial performance.

 

Restaurants are required to comply with various federal, state and local laws and regulations, including, without limitation, those relating to alcoholic beverage control, public health and safety, access and use by the disabled, environmental hazards, labor and employment laws, including without limitation, equal wage laws and exempt versus non-exempt employee classifications, and food safety and labeling laws. Changes to these laws and regulations may create challenges for those restaurants that we invest. We may incur penalties and other costs, sanctions and adverse publicity by failing to comply with applicable laws, any of which could materially adversely affect our financial performance.

 

The failure to obtain and/or retain licenses, permits or other regulatory approvals required to operate a restaurant could delay or prevent the opening and/or continued operation of a restaurant, materially adversely affecting that facility’s operations and profitability. In addition, the failure to comply with governmental regulations could subject the restaurant to penalties and interruptions in operations. In some states, such as California, we may be subject to “dram shop” statutes that generally allow a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. Dram shop litigation may result in significant judgments, including punitive damages. A settlement or judgment against us under a dram shop statute in excess of our general liability insurance coverage could materially adversely affect our financial performance.

 

The restaurants that we invest in are subject to federal and state laws that prohibit discrimination in the workplace and that set standards for the design, accessibility and operation of public facilities, such as the Americans with Disabilities Act. Compliance with these laws and regulations can be costly and failure to comply could create exposure to government proceedings and litigation. In addition, various federal, state and local labor laws and regulations govern our operations and relationships with staff members. Changes in, or any failure to comply with, these laws and regulations could subject the restaurants that we invest in to fines or other legal actions. Settlements or judgments in connection therewith that are not insured against or are in excess of insurance coverage limitations could materially adversely affect our business and financial performance.

 

 

Risks Related to Our Investments

 

Investing in private companies and early stage companies involves a high degree of risk.

The Company invests primarily in private companies and early stage companies. Investments in private and early stage businesses involve a high degree of business and financial risk, which can result in substantial losses and accordingly should be considered speculative. Because of the speculative nature, there is significantly greater risk of loss than is the case with investing in securities issued by established entities. The Company anticipates that it will invest a substantial portion of its assets in either private companies or early stage companies. These private and early stage businesses tend to be thinly capitalized, unproven, small companies with risky technologies that lack management depth and have not attained profitability or have little or no history of operations. There is generally limited publicly available information about the companies in which we invest, and we rely significantly on the diligence of our employees and agents to obtain information in connection with our investment decisions. In addition, some smaller businesses in which we may invest have narrower product lines and market shares than their competition and may be more vulnerable to customer preferences, market conditions, loss of key personnel, or economic downturns, which may adversely affect the return on, or the recovery of, our investment in such businesses.

Our investments may be concentrated in one or more industries and if these industries should decline or fail to develop as expected our investments will be lost.

Our investments may be concentrated in one or more industries. This concentration will mean that our investments will be particularly dependent on the development and performance of those industries. Accordingly, our investments may not benefit from any advantages, which might be obtained with greater diversification of the industries in which our portfolio companies operate. If those industries should decline or fail to develop as expected, our investments in those industries will be subject to loss.

Our financial results could be negatively affected if a significant investment fails to perform as expected.

We intend to purchase controlling equity stakes in companies and our total debt and equity investment in controlled companies may be significant individually or in the aggregate. Investments in controlled portfolio companies are generally larger and in fewer companies than if our investments were in companies that we did not control. As a result, if a significant investment in one or more controlled companies fails to perform as expected, our financial results could be more negatively affected and the magnitude of the loss could be more significant than if we had made smaller investments in more companies.

Risks Related to Our Common Stock

 

There is an active public trading market for our common stock, however the market is illiquid. Until an active, liquid public trading market is established, you may not be able to sell your common stock if you need to liquidate your investment.

 

Our common stock is quoted under the symbol “AVLP” on the OTC Pink operated by OTC Markets Group, Inc. However, the public market for our common stock is extremely illiquid. A liquid trading market may not develop or, if developed, may not be sustained. The lack of a liquid market may impair your ability to sell your shares of common stock at the time you wish to sell them or at a price that you consider reasonable. The lack of a liquid market may also reduce the market value of your common stock and increase the volatility of prices paid for shares of our common stock. An illiquid market may also impair our ability to raise capital by selling shares of common stock and may impair our ability to acquire other companies or assets by using shares of our common stock as consideration.

 

In the event a liquid market develops for our common stock, the market price of our common stock may be volatile and may decline in value.

 

In the event a liquid market develops for our common stock, the market price of our common stock may be volatile and may decline in value. Some of the factors that may materially affect the market price of our common stock are beyond our control, such as changes in financial estimates by industry and securities analysts, conditions or trends in the industry in which we operate or sales of our common stock. These factors may materially adversely affect the market price of our common stock, regardless of our performance. In addition, the public stock markets have experienced extreme price and trading volume volatility. This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock. Between the date of the Agreement on May 14, 2014 and April 27, 2017 our stock has traded as high as $5.28 and as low as $0.05 per share.

 

 

We have incurred increased costs as a public company which may affect our profitability. These costs are still substantial and have added to our losses. The incremental audit and legal costs currently make up the majority of these costs. As a result, our financial resources available for normal business operations have been reduced.

 

The Sarbanes-Oxley Act of 2002, as well as related new rules and regulations implemented by the Securities and Exchange Commission and the Public Company Accounting Oversight Board, require changes in the corporate governance practices and financial reporting standards for public companies. These new laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control over financial reporting, referred to as Section 404, have materially increased our legal and financial compliance costs and made some activities more time-consuming and more burdensome. We expect these rules and regulations to continue to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We may need to adopt and implement additional policies and procedures to further strengthen our financial reporting capability. However, the process of designing and implementing an effective financial reporting system is a continuous effort that will require us to anticipate and react to changes in our business and the economic and regulatory environments. All of this requires us to expend significant resources on things other than normal business operations. We also expect these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

In preparing our consolidated financial statements, our management determined that our disclosure controls and procedures and our internal control over financial reporting were ineffective as of November 30, 2015 which could result in material misstatements in our financial statements.

 

Our management is responsible for establishing and maintaining adequate disclosure controls and procedures and internal control over our financial reporting, as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as amended, (the “Exchange Act” ). As of November 30, 2015, our management has determined that our disclosure controls and procedures were ineffective due to weaknesses in our financial closing process.

 

We intend to implement remedial measures designed to address the ineffectiveness of our disclosure controls and procedures and our internal control over financial reporting. If these remedial measures are insufficient to address the ineffectiveness of our disclosure controls and procedures and our internal control over financial reporting, or if material weaknesses or significant deficiencies in our disclosure controls and procedures and our internal control over financial reporting are discovered or occur in the future and the ineffectiveness of our disclosure controls and procedures and our internal control over financial reporting continues, we may fail to meet our future reporting obligations on a timely basis, our consolidated financial statements may contain material misstatements, we could be required to restate our prior period financial results, our operating results may be harmed, and we may be subject to class action litigation, Any failure to address the ineffectiveness of our disclosure controls and procedures and our internal control over financial reporting could also adversely affect the results of the periodic management evaluations regarding the effectiveness of our internal control over financial reporting and our disclosure controls and procedures that are required to be included in our annual report on Form 10-K. Internal control deficiencies and ineffective disclosure controls and procedures could also cause investors to lose confidence in our reported financial information. We can give no assurance that the measures we plan to take in the future will remediate the ineffectiveness of our disclosure controls and procedures and our internal control over financial reporting or that any material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or adequate disclosure controls and procedures or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our consolidated financial statements. See ITEM 9A. of this Annual Report for a more detailed discussion of our internal control weaknesses and deficiencies

Any market that develops in shares of our common stock will be subject to the penny stock restrictions which will create a lack of liquidity and make trading difficult or impossible.

 

SEC Rule 15g-9 establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions. If the price of our shares of common stock remain below $5.00 per share, our shares will continue to be considered as penny stocks. This classification severely and adversely affects the market liquidity for our common stock. For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker-dealer approve a person’s account for transactions in penny stocks and the broker-dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

 

 

In order to approve a person’s account for transactions in penny stocks, the broker-dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 

The broker-dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which sets forth:

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the basis on which the broker-dealer made the suitability determination, and

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that the broker-dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

 

Our stockholders may experience significant dilution if future equity offerings are used to fund operations or acquire complementary businesses.

 

If our future operations or acquisitions are financed through the issuance of equity securities, our stockholders could experience significant dilution. In addition, securities issued in connection with future financing activities or potential acquisitions may have rights and preferences senior to the rights and preferences of our common stock. On October 27, 2016, subject to shareholder approval, we established an incentive compensation plan for our management and employees. We have granted and expect to grant common stock and options to purchase shares of our common stock to our directors, employees and consultants and we will grant additional common stock and options in the future. The issuance of shares of our common stock upon the exercise of these options will also result in dilution to our stockholders.

 

Our outstanding options, warrants, and convertible debt may have an adverse effect on the market price of our common stock.

 

As of November 30, 2015, we had outstanding convertible notes payable that were convertible into 3,890,876 shares of our common stock. Therefore, the conversion, or even the possibility of the conversion, of these convertible notes payable into shares of common stock could have an adverse effect on the market price for our securities or on our ability to obtain future financing. If and to the extent the noteholders of these convertible promissory notes exercise their right to convert their convertible notes payable into shares of our common stock, you may experience dilution in your holdings.

 

We do not anticipate paying dividends in the foreseeable future; you should not buy our stock if you expect dividends.

 

We currently intend to retain our future earnings to support operations and to finance expansion and, therefore, we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

 

We could issue “blank check” preferred stock without stockholder approval with the effect of diluting then current stockholder interests and impairing their voting rights, and provisions in our charter documents and under Nevada law could discourage a takeover that stockholders may consider favorable.

 

Our certificate of incorporation provides for the authorization to issue up to 10,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our board of directors. Our board of directors is empowered, without stockholder approval, to issue a series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our common stockholders. The issuance of a series of preferred stock could be used as a method of discouraging, delaying or preventing a change in control. For example, it would be possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of our company. On July 31, 2014, the Board of Directors designated 50,000 shares of its Preferred Stock as “Class A Convertible Preferred Stock” (the “Class A Preferred Shares” ).

 

  

Our current management can exert significant influence over us and make decisions that are not in the best interests of all stockholders.

 

As of November 30, 2015, our executive officers and directors beneficially own as a group approximately 35.1% of our outstanding shares of common stock. As a result, these stockholders will be able to assert significant influence over all matters requiring stockholder approval, including the election and removal of directors and any change in control. In particular, this concentration of ownership of our outstanding shares of common stock could have the effect of delaying or preventing a change in control, or otherwise discouraging or preventing a potential acquirer from attempting to obtain control. This, in turn, could have a negative effect on the market price of our common stock. It could also prevent our stockholders from realizing a premium over the market prices for their shares of common stock. Moreover, the interests of the owners of this concentration of ownership may not always coincide with our interests or the interests of other stockholders and, accordingly, could cause us to enter into transactions or agreements that we would not otherwise consider.